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DEF 14A

The definitive proxy statement a company sends shareholders before a meeting, covering director elections, executive pay and other votes.

Updated Oct 17, 2026

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Contents, 2 sections
  1. What is in it
  2. Related forms

DEF 14A is the EDGAR form type for a definitive proxy statement. A company sends it to shareholders before a shareholder meeting, usually the annual meeting, to explain what they will vote on.

What is in it

  • The votes: director elections, ratification of the auditor, the advisory vote on executive pay ("say on pay"), and any proposals from management or shareholders.
  • Executive pay: the Compensation Discussion and Analysis, the summary compensation table, and the pay versus performance disclosure.
  • The board: each director's background, independence and committee roles.
  • Ownership: a table of the company's largest holders and the shareholdings of directors and officers.
  • Related-party transactions between the company and its insiders.
  • Insiders who filed late Forms 3, 4 or 5 during the year.

Part III of the 10-K is often incorporated by reference from the proxy statement, so the proxy is where those 10-K items actually live.

A preliminary proxy (PRE 14A) is filed first when the meeting includes certain matters. The results of the vote are reported on an 8-K under item 5.07.

All terms

Related terms

  • 10-KThe annual report a US public company files with the SEC, with audited financial statements and a full description of the business.
  • 8-K item 5.02The 8-K item for directors and senior officers leaving or joining, and for changes to executive pay.
  • InsiderA company's directors, its officers and owners of more than 10% of a class of its shares, who must report their trades.
  • Schedule 13DThe disclosure filed by anyone who acquires more than 5% of a company's voting shares and may seek to influence it.

Guides that use it

  • How to read a 10-KA practical order for reading a company's annual report: which items to open first, what to look for in each, and which questions to bring.